Current Report Filing (8-k)
August 21 2019 - 5:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934
Date of
Report (Date of Earliest Event Reported): August 15,
2019
EXACTUS,
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-183360
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27-1085858
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(State
or other jurisdiction of incorporation or
organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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80 NE 4th Avenue, Suite 28
Delray
Beach, FL 33483
(Address
of principal executive offices (zip code))
(804)
205-5036
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction
A.2):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
symbol(s)
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Name of exchange on which registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging growth
company
☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
Item 5.02
Departure of Directors or Certain Officers, Election of Directors,
Appointment of Certain Officers, Compensatory Arrangements of
Certain Officers.
Resignation
of
Philip J. Young as
Chief Executive Officer
and Chairman of the Board of Directors
On
August 15, 2019, Philip J. Young, agreed to resign as our Chief
Executive Officer and
Chairman
,
effective July 31, 2019 (the “
Termination Date
”), and
entered into a Confidential Severance, Settlement and
Non-Disparagement Agreement and General Release (the
“
Severance
Agreement
”). Under the terms of the Severance
Agreement the Company agreed to pay Mr. Young 50% of his base
salary ($75,000) payable over a 6-month period in exchange for
ongoing consulting and transition assistance. In addition, Mr.
Young will receive payment consisting of 2 weeks of vacation, and
continuation of health benefits, and reimbursement for documented
expenses. In addition, all unvested options and share awards will
be cancelled.
Pursuant to the
Severance Agreement, Mr. Young also agreed to the terms of a
6-month lock-up under which he may not sell, transfer, assign, or
otherwise dispose of more than 15% of the average daily volume of
our common stock per week, subject to certain
exclusions.
Pursuant to the
Severance Agreement, Mr. Young also provided a general waiver and
release of claims against the Company and is subject to certain
restrictive covenants, including confidentiality,
non-disparagement, non-solicitation, and
non-competition.
The
foregoing description is qualified in its entirety by reference to
the full text of the Severance Agreement, a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Our
Board of Directors expects to appoint Emiliano Aloi, our President,
to serve as Interim Chief Executive Officer and Bobby Yampolsky, a
director, to serve as Interim Chairman and to form an Executive
Search Committee.
On
August 21, 2019,
we released the press
release furnished herewith as Exhibit 99.1.
Cautionary Note Regarding Forward-Looking Statements
The
information provided in this Current Report on Form 8-K may include
forward-looking statements relating to future events of the
Company, including its succession plans. Because such statements
are subject to risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking
statements. Words such as “anticipates,”
“intends,” “plans,” “expects,”
“will,” “potential,” “hope” and
similar expressions are intended to identify forward-looking
statements. These forward-looking statements are based upon current
expectations of the Company and involve assumptions that may never
materialize or may prove to be incorrect. Actual results and the
timing of events could differ materially from those anticipated in
such forward-looking statements as a result of various risks and
uncertainties. Detailed information regarding factors that may
cause actual results to differ materially from the results
expressed or implied by statements in this Current Report on Form
8-K relating to the Company include, but are not limited to, those
found under the section entitled “Risk Factors” in the
Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2018, as well as other materials that we from
time to time file with, or furnish to, the Securities and Exchange
Commission. Any forward-looking statement speaks only as of the
date on which such statement is made, and the Company does not
intend to correct or update any forward-looking statement, whether
as a result of new information, future events or
otherwise.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits
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No.
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Exhibit
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Severance Agreement, by and between
the Company and Philip J. Young, dated August 15,
2019*
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Press Release, issued August 21,
2019*
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* Filed
herewith
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
Date:
August 21, 2019
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EXACTUS,
INC.
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By:
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Name:
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Ken
Puzder
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Title:
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Chief
Financial Officer
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